FEES AND COMPENSATION
A. Advisory Fees and Compensation.
The fees applicable to each Fund and Other Vehicle are set forth in detail in
each Fund’s and Other Vehicle’s offering documents and / or advisory agreements, as
applicable. A brief summary of such fees is provided below.6 Such summaries are further
subject to the terms of such offering documents and / or advisory agreements, and do not
include a discussion of fee waivers or reductions applicable to certain investors.7
1. Credit Partners Funds
Management Fee
Generally, the Credit Partners Funds pay Centerbridge a Management Fee
quarterly in advance for investment management services for each fiscal quarter equal to
0.375% (1.50% per annum)8 of the beginning net asset value of each capital account or
each series of shares for such fiscal quarter.
The fee structure applicable to co-investment customarily is lower than that applicable to funds (and can
involve no fees).
Generally, Centerbridge has the authority to waive, reduce or calculate differently any of the fees described
herein, and, to date, as set forth in the applicable Fund’s governing documents, (i) Centerbridge has waived
the Management Fee payable and Incentive Allocation / Carried Interest allocable with respect to investments
made by persons that are partners, members, officers and employees of Centerbridge at the time of such
investment (and such waiver generally continues with respect to such investment after a person ceases to be
associated with Centerbridge), (ii) Centerbridge has reduced the Management Fee payable and Incentive
Allocation / Carried Interest allocable with respect to certain friends and family investors invested in certain
of the Funds, and (iii) in certain pre-determined circumstances, Centerbridge has reduced the Management
Fee rate with respect to certain third-party limited partners of certain of the Funds, including Limited Partners
making a commitment in excess of specified size thresholds (in certain circumstances, taking into account a
Limited Partner’s commitment to another Centerbridge-advised client), and for Limited Partners that also
invest in another Centerbridge-advised client. In addition, Limited Partners making commitments to certain
clients at an early closing are entitled to a management fee holiday. Centerbridge notes that Fund term
extension periods can result in the Fund implementing fee reductions. In addition, the Management Fee of a
client may be offset under certain circumstances, e.g., as further described in Items 5.C and 11.B.
The governing documents for certain clients provide for the management fee to be calculated based on a
percentage of a limited partner's capital contributions with respect to an investment that has not been disposed
of, and not as a percentage of the net asset value of the investment, with the determination of a disposition at
times determined by Centerbridge as set forth in that client’s offering documents. Such determination
necessarily involves judgment on the part of Centerbridge, and associated potential conflicts of interest can
include, for example, a theoretical incentive to avoid or delay making the determination that the fair value of
an investment is zero and consequently that such investment is deemed disposed.
Investors in certain classes of interests have a different management fee rate. A portion of such fees has
been waived in connection with the determination to manage the Credit Partners Funds’ portfolio to harvest.
Please also refer to Footnote 7 above for a further discussion of fee waivers or reductions for certain investors.
Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2026 Page 11
Incentive Allocation
Generally, at the end of each fiscal year, Centerbridge is entitled to an
incentive allocation (the “Incentive Allocation”) in an amount equal to 20%9 of the net
capital appreciation (which includes both realized gains and losses and unrealized
appreciation and depreciation of securities held in the Credit Partners Funds’ portfolios and
takes into account gains and losses with respect to realized or deemed realized Special
Investments (i.e., side pockets) and other income from Special Investments) allocated to
an investor’s capital account for such fiscal year (other than the net capital appreciation
and net capital depreciation with respect to that portion of a capital account attributable to
certain segregated assets, with respect to which Centerbridge is entitled to receive 20% of
the profits pursuant to a distribution waterfall described in the offering documents of the
Credit Partners Funds) after deducting the Management Fee attributable to such investor’s
capital account for such fiscal year, subject to a loss carryforward mechanism.
In the event that a Credit Partners Fund is terminated or an investor
withdraws other than at the end of a fiscal year, then, for purposes of determining the
Incentive Allocation allocable in relation to such Fund or any Special Investment thereof
at such time to Centerbridge, the net capital appreciation or net capital depreciation, as the
case may be, will be determined as if such dates were the end of the fiscal year, subject to
certain adjustments.
2. Special Credit Funds
Management Fee
The Special Credit Funds pay Centerbridge a Management Fee with respect
to the capital under management of the investors in such Funds. With respect to a particular
Special Credit Fund, such fees may be paid in advance for a particular period and in arrears
for another period, as described in the relevant Fund’s offering documents. In the case of
the final management-fee period, Centerbridge will refund to the Special Credit Funds the
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